Alimentation Couche-Tard announces its results for the second quarter of fiscal 2013

Diluted net earnings per share are US$0.94 compared to US$0.61 last
year, a 54.1% increase.

Same-store merchandise revenues up 0.4% in both the United States and
Canada. In the United States, excluding tobacco products, the increase
is 2.7%.

Consolidated merchandise and service gross margin up US$134.1 million or
26.0%, posting at 34.2%. Margin increased by 0.5% in the U.S., posting
at 33.2% and it decreased by 0.2% in Canada, posting at 33.7%. In
Europe, the gross margin stood at 38.6%.

Same-store road transportation fuel volume down 0.5% in the U.S. and up
0.2% in Canada while total volume is up 16.2% and 6.1%, respectively.

Road transportation fuel gross margin in the United States stood at
US15.20¢ per gallon compared to US17.04¢ per gallon for the
corresponding period of the previous fiscal year. Gross margin in
Europe was US10.67¢ per litre.

Once adjusted for the usual items, expenses are down 1.0%.

On November 1, 2012, issuance of CA$1.0 billion of Canadian dollar
denominated senior unsecured notes for net proceeds of approximately
CA$995.0 million.

LAVAL, QC, Nov. 27, 2012 /PRNewswire/ - For its second quarter,
Alimentation Couche-Tard Inc. (TSX: ATD.A ATD.B) announces adjusted net
earnings of $167.6 million, up $53.3 million or 46.6%, which equals
$0.90 per share on a diluted basis, an increase of $0.28 per share or
45.2% over the second quarter of fiscal 2012 adjusted net earnings per
share. Actual net earnings of $175.2 million ($0.94 per share on a
diluted basis) have been adjusted to exclude certain pre-tax
non-recurring items, mainly in relation with the acquisition of Statoil
Fuel & Retail, namely a $10.6 million gain on foreign exchange forward
contracts, a $0.7 million foreign exchange gain on NOK cash held by the
Corporation's U.S. subsidiaries and acquisition costs of $0.9 million.
The increase in adjusted net earnings is mainly attributable to the
contribution from acquisitions, to the growing contribution of
merchandise and service sales, to Couche-Tard's sound management of its
expenses as well as to a lower income tax rate. These items, which
contributed to the growth in net earnings, were partially offset by the
increase in financial expenses attributable to the additional debt that
Couche-Tard incurred to finance the acquisition of Statoil Fuel &
Retail as well as to the lower road transportation fuel gross margins
in the U.S. All financial information is in US dollars unless stated
otherwise.

"During the quarter, our recent acquisitions contributed nicely to our
results" declared Alain Bouchard, President and Chief Executive
Officer. "On the organic side, the uncertain economic conditions, the
competitive tobacco category landscape in the U.S. as well as the
relatively high fuel prices continue to be a challenge. As we did for
the previous quarters, we were nonetheless able to grow merchandise and
service sales while improving our margins through our various
initiatives, including our increased fresh food offering. As for
Europe, progress is going as planned. Our various initiatives across
the ocean have already allowed us to identify promising opportunities,
both in terms of synergies and growth. But we want to take our time to
make sure we do things right and that each opportunity is implemented
in the most appropriate way" Mr. Bouchard concluded.

As for Raymond Paré, Vice-President and Chief Financial Officer, he
indicated: "Subsequent to the end of the quarter, we were able to
increase our financial flexibility by spreading the maturities on a
portion of our debt over a period of ten years through the issuance of
CA$1.0 billion of Canadian dollar denominated senior unsecured notes.
The notes bear interest at a weighted average rate of 3.33%, which we
view as favorable compared to the market conditions for similar debt
instruments that were prevailing at the date of the issuance. Then, to
better manage our currency risk, we entered into cross-currency swap
agreements to synthetically convert our Canadian dollar denominated
senior unsecured notes into US dollars. Through the same agreements, we
also swapped the interest payment on our senior unsecured notes. Thus,
taking into account the swap agreements, the effective interest rate on
our senior unsecured notes will be approximately 2.72%. With respect to
our balance sheet, it remains strong despite the additional debt
attributable to the acquisition of Statoil Fuel & Retail. As at
October 14, 2012, on a pro forma basis for the acquisition of Statoil
Fuel & Retail, our adjusted net interest-bearing debt to EBITDAR ratio
of 3.31 as well as our net interest-bearing debt to total
capitalization ratio of 0.53 remain comfortable and are improving, even
before the positive impact from forthcoming synergies".

Mr. Paré continued: "As explained last quarter, our strategy for the
remainder of fiscal year 2013 and the upcoming fiscal years is to favor
a reduction of our indebtedness level to allow us the flexibility to
seize opportunities that lie ahead. Likewise, we remain determined to
maintain the quality of our credit profile by keeping focused on
organic growth as well as growth through acquisitions. Standard &
Poor's and Moody's seem to acknowledge the quality of our plan as they
both have attributed an Investment Grade credit profile to our senior
unsecured notes".

On June 19, 2012, the Corporation acquired 81.2% of the 300,000,000
issued and outstanding shares of Statoil Fuel & Retail for a cash
consideration of 51.20 Norwegian Kroners ("NOK") per share for a total
amount of NOK 12.47 billion or approximately $2.10 billion through a
voluntary public offer (the "offer"). From June 22, 2012 to June 29,
2012, the Corporation acquired 53,238,857 additional shares of Statoil
Fuel & Retail for a cash consideration of NOK 51.20 per share, totaling
NOK 2.73 billion or approximately $0.45 billion, increasing its
participation to 98.9%. Having reached a shareholding of more than 90%,
on June 29, 2012, in accordance with Norwegian laws, Couche-Tard
initiated the compulsory acquisition of all of the remaining Statoil
Fuel & Retail shares not deposited under the offer from the holders
thereof and, as a result, since such date, the Corporation owns 100% of
the issued and outstanding shares of Statoil Fuel & Retail. The NOK
51.20 per share cash consideration for the compulsory acquisition of
all of the remaining shares of Statoil Fuel & Retail not deposited
under the offer was paid on July 11, 2012. The Oslo Børs Stock Exchange
confirmed the delisting of the Statoil Fuel & Retail shares effective
as of the close of markets in Norway on July 12, 2012. The acquisition
of the 300,000,000 issued and outstanding shares of Statoil Fuel &
Retail was therefore made for a total cash consideration of NOK 15.36
billion, or $2.58 billion. During the 12 and 24-week periods ended
October 14, 2012, the Corporation recorded transaction costs of $0.3
million and $1.5 million, respectively, to earnings in connection with
this acquisition.

Statoil Fuel & Retail is a leading Scandinavian road transport fuel
retailer with over 100 years of operations in the region. Statoil Fuel
& Retail operates a broad retail network across Scandinavia (Norway,
Sweden, Denmark), Poland, the Baltics (Estonia, Latvia, Lithuania), and
Russia with approximately 2,300 sites, the majority of which offer road
transportation fuel and convenience products while the others are
unmanned automated service-stations (road transportation fuel only).
Statoil Fuel & Retail has a leading position in several countries where
it does business and owns the land for over 900 sites and buildings for
over 1,700 sites.

During its fiscal year ended December 31, 2011, Statoil Fuel & Retail
recorded sales of NOK 73,691 million and gross profits of NOK 10,035
million, of which NOK 5,103 million were from the sale of road
transportation fuel and NOK 2,815 million were from the sale of
convenience products. EBITDA stood at NOK 3,017 million, of which over
90% were generated by operations in Scandinavia, an economically very
strong region. Net earnings of Statoil Fuel & Retail amounted to
NOK 1,060 million while its assets totaled NOK 22,825 million as at
December 31, 2011. During this same period, Statoil Fuel & Retail sold
8,416 million litres of road transportation fuel with a related gross
margin of NOK 0.606 per litre.

Including employees at Statoil branded franchise stations, about 18,500
people work in Statoil Fuel & Retail's retail network across Europe, in
its corporate headquarters, in its eight regional offices, in its
terminals and in its depots.

This transaction has been financed using the Corporation's acquisition
facility. For more information on the Corporation's acquisition
facility, refer to Couche-Tard's 2012 Annual Report.

Results for the 12 and 24-week periods ended October 14, 2012 include
those of Statoil Fuel & Retail for the period beginning July 1st, 2012 and ending September 30, 2012 and for the period beginning
June 20, 2012 and ending September 30, 2012, respectively. The
consolidated balance sheet as of October 14, 2012 includes the balance
sheet of Statoil Fuel & Retail as of September 30, 2012, as adjusted
for the preliminary purchase price allocation.

The following table provides an overview of Statoil Fuel & Retail's
accounting periods that will be incorporated into Couche-Tard's
upcoming consolidated financial statements:

Couche-Tard quarters

Statoil Fuel & Retail equivalent accounting periods

16-week period that will end February 3, 2013 (3rd quarter of fiscal 2013)

October, November, December 2012 and January 2013

12-week period that will end April 28, 2013 (4th quarter of fiscal 2013)

February, March and April 2013

The alignment of Statoil Fuel & Retail's accounting periods with those
of Couche-Tard will be made once the replacement of Statoil Fuel &
Retail's financial systems is finalized.

Foreign exchange forward contracts

As described above, the acquisition of Statoil Fuel & Retail was
denominated in NOK whereas Couche-Tard's acquisition facility is
denominated in US dollars. The Corporation had therefore determined
that there was a risk related to fluctuations in the exchange rate
between the US dollar and the NOK as the hypothetical weakening of the
US dollar against the NOK would have increased the US dollars cash
requirements in order to close the acquisition of Statoil Fuel &
Retail. To mitigate this risk and because of the lack of liquidity in
the currency market for the NOK, Couche-Tard entered into foreign
exchange forward contracts (hereinafter, "forwards") with reputable
financial institutions allowing it to predetermine a significant
portion of the disbursement it planned to make in US dollars for the
acquisition of Statoil Fuel & Retail.

In total, from April 10, 2012 to June 12, 2012, the Corporation had
entered into forwards requiring it to deliver US$3.47 billion in
exchange for NOK 20.14 billion, representing a weighted average rate of
NOK 5.8114 per US dollar which was a favorable rate compared to the
rate of 5.75 in effect as at April 18, 2012, the date the offer was
announced and comparable to the average exchange rate for the last
three years as demonstrated by the following graph

Subsequently, Couche-Tard modified the original maturity dates of
certain forwards to make them coincide with the actual disbursement
dates for the payment of Statoil Fuel & Retail shares and the repayment
of certain of Statoil Fuel & Retail debts. Thus, from June 15, 2012 to
August 24, 2012, the Corporation settled all of the forwards to pay for
Statoil Fuel & Retail shares and certain of its debts (see details
below).

Based on accounting standards, since Couche-Tard could not apply hedge
accounting, the Corporation recorded its investment in Statoil Fuel &
Retail in its consolidated balance sheet based on the exchange rates
prevailing on the settlement dates of the acquisition transaction while
the changes in fair value of forwards were recorded to earnings. Cash
flow wise, the sum of these two amounts is equivalent, in all material
respect, to the U.S. dollars amount the Corporation would have paid,
had the transaction taken place on April 18, 2012, the date the offer
was announced, or more specifically, at the average rate of NOK 5.8114
that the Corporation secured with this strategy. The impact on cash is
therefore the one Couche-Tard had predetermined by securing the
exchange rate at a favorable level compared to its modeling of the
acquisition and compared to the rate at the time the offer was
announced.

During the 12 and 24-week periods ended October 14, 2012, the
Corporation recorded to earnings gains of $ 10.6 million and losses of
$102.9 million, respectively, in relation with these forwards.

Taking into consideration the $17.0 million gain recorded in the fourth
quarter of fiscal 2012 and the $102.9 million loss recorded in the
first half-year of fiscal 2013, in total, Couche-Tard realized a net
loss of $85.9 million on forwards.

Foreign exchange gain

During the 12 and 24-week periods ended October 14, 2012, in connection
with the financing of the acquisition transaction of Statoil Fuel &
Retail, Couche-Tard recorded non-recurring foreign exchange gains of
$0.7 million and $7.4 million, respectively, due to NOK cash held by
its U.S. operations in anticipation of the settlement of the
acquisition transaction and repayment of debts of Statoil Fuel &
Retail.

Statoil Fuel & Retail Debt

Change of control impact on Statoil Fuel & Retail's bonds

According to Statoil Fuel & Retail's bond agreements dated February 21,
2012, the bondholders had an option to require pre-payment at par plus
accrued interest upon occurrence of a change of control event, for a
period of two months. This condition was met on June 19, 2012, when
Couche-Tard gained control of more than 50% of Statoil Fuel & Retail.
In case bondholders exercised the option to require pre-payment, the
settlement of the pre-payment had to occur within 30 business days
following the date when the option was exercised. The exercise period
for the options to require pre-payment expired on August 20, 2012.
Couche-Tard has subsequently extended the option to require pre-payment
until September 25, 2012.

As of September 25, 2012, options for pre-payment for bonds with a face
value of NOK 1,355.5 million (approximately $237.0 million) had been
exercised under the bond agreements while an additional tranche of
NOK 100.0 million (approximately $17.0 million) was repaid on October
4, 2012, leaving NOK 44.5 million (approximately $8.0 million) not
exercised. Out of the total NOK 1,455.5 million (approximately
$254.0 million) pre-payment options exercised, NOK 1,326.6 million
(approximately $231.0 million) had been settled as of September 30,
2012. The settlement of the pre-payment options has been made using
Couche-Tard's acquisition facility, revolving unsecured operating
credit and available cash.

Change of control impact on Statoil Fuel & Retail's bank facilities

According to Statoil Fuel & Retail's bank facility agreement dated
August 26, 2010, majority lenders had the right to cancel their total
commitments and declare all outstanding loans, together with accrued
interest, immediately due and payable upon occurrence of a change of
control event. The cancellation had to be given by not less than 30
days' notice to Statoil Fuel & Retail. Majority lenders requested to
have the total commitments cancelled as of August 7, 2012. Following
this notification, Couche-Tard had to repay the NOK 300.0 million
(approximately $50.0 million) then outstanding under the revolving
credit facility at its maturity, on July 30, 2012 and had to repay the
NOK 2,650.0 million (approximately $448.0 million) then outstanding
under the term loan at the cancellation date on August 7, 2012. No
additional drawdowns can be made under Statoil Fuel & Retail's bank
facility. Repayments have been made using the acquisition facility and
available cash.

Disposal of the liquefied petroleum gas sales ("LPG") operations

On September 3, 2012, Couche-Tard entered into an agreement to sell
Statoil Fuel & Retail's LPG operations for NOK 130.0 million
(approximately $22.0 million) before working capital adjustments. The
Corporation's purchase price allocation for the acquisition of Statoil
Fuel & Retail having not yet been finalized, Couche-Tard has not yet
determined the gain or loss that was generated from this disposal.
Couche-Tard expects the transaction to close in late calendar year 2012
or in early calendar year 2013. The transaction is subject to standard
regulatory approvals and closing conditions.

Network growth

Completed transactions

In August 2012, Couche-Tard acquired, from Florida Holding LLC, 29
company-operated stores operating in Florida, United States. The
Corporation owns the land and building for 24 sites while it leases the
land and owns the buildings for the other sites. In addition, one road
transportation fuel supply agreement for a store owned and operated by
an independent operator was transferred to the Corporation.

In November 2012, subsequent to the end of the second quarter of fiscal
2013, Couche-Tard acquired, from Sun Pacific Energy, 27
company-operated stores operating in Washington State, United States.
The Corporation owns the land and building for 26 sites while it leases
these assets for the other site.

In addition, during the second quarter of fiscal 2013, Couche-Tard
acquired 13 additional company-operated stores through distinct
transactions.

Internal available cash was used for these acquisitions.

Store construction

Couche-Tard completed the construction of 14 new stores during the
12-week period ended October 14, 2012 for a cumulated total of 23
stores since the beginning of fiscal 2013.

Evolution of the store network

The following table presents certain information regarding changes in
Couche-Tard's network over the 12-week period ended October 14, 2012(1):

12-week period ended October 14, 2012

Type of site

Company-operated (2)

CODO (3)

DODO (4)

Franchisedand otheraffiliated (5)

Total

Number of sites, beginning of period

6,134

613

464

1,205

8,416

Acquisitions

42

-

1

-

43

Openings / constructions / additions

14

1

10

32

57

Closures / disposals / withdrawals

(14)

(6)

(13)

(10)

(43)

Conversion into Company-operated store

4

(2)

(2)

-

-

Number of sites, end of period

6,180

606

460

1,227

8,473

Number of automated service stations included in the period end figures (6)

915

-

33

-

948

The following table presents certain information regarding changes in
Couche-Tard's network over the 24-week period ended October 14, 2012(1):

24-week period ended October 14, 2012

Type of site

Company-operated (2)

CODO (3)

DODO (4)

Franchisedand otheraffiliated (5)

Total

Number of sites, beginning of period

4,539

161

189

1,264

6,153

Acquisitions

1,654

458

281

-

2,393

Openings / constructions / additions

24

1

14

59

98

Closures / disposals / withdrawals

(41)

(12)

(22)

(96)

(171)

Conversion into Company-operated store

4

(2)

(2)

-

-

Number of sites, end of period

6,180

606

460

1,227

8,473

(1)

These figures include 50% of the stores operated through RDK. Statoil
Fuel & Retail ending balances are as at September 30, 2012.

(2)

Sites for which the real estate is controlled by Couche-Tard (through
ownership or lease agreements) and for which the stores (and/or the
service-stations) are operated by Couche-Tard or one of its commission
agent.

(3)

Sites for which the real estate is controlled by Couche-Tard (through
ownership or lease agreements) and for which the stores (and/or the
service-stations) are operated by an independent operator in exchange
for a rent and to which Couche-Tard supplies road transportation fuel
though supply contracts. Some of these sites are subject to a franchise
agreement, licensing or other similar agreement under one of
Couche-Tard's main or secondary banners.

(4)

Sites controlled and operated by independent operators to which
Couche-Tard supplies road transportation fuel through supply contracts.
Some of these sites are subject to a franchise agreement, licensing or
other similar agreement under one of Couche-Tard's main or secondary
banners.

(5)

Stores operated by an independent operator through a franchising,
licensing or another similar agreement under one of Couche-Tard's main
or secondary banners.

(6)

These sites sell road transportation fuel only.

In addition to the stores above, under licensing agreements, about 4,100
stores are operated under the Circle K banner in nine other countries
worldwide (China, Guam, Hong Kong, Indonesia, Japan, Macau, Mexico,
Vietnam and United Arab Emirates), which brings to more than 12,500 the
number of sites in Couche-Tard's network.

Share issuance

On August 14, 2012, Couche-Tard issued 7,302,500 Class B subordinate
voting shares at a price of CA$47.25 per share, for gross proceeds of
approximately CA$345.0 million.

The net proceeds of the issuance, CA$330.0 million, were mainly used to
repay a portion of Couche-Tard's revolving unsecured operating credits
then outstanding.

Issuance of Canadian dollar denominated senior unsecured notes

On November 1st, 2012, subsequent to the end of the second quarter of fiscal 2013, the
Corporation proceeded with the issuance of Canadian dollar denominated
senior unsecured notes totaling CA$ 1.0 billion, divided into three
tranches:

Notional amount (millions)

Maturity

Coupon rate

Tranche 1

CA$300.0

November 1st, 2017

2.861%

Tranche 2

CA$450.0

November 1st, 2019

3.319%

Tranche 3

CA$250.0

November 1st, 2022

3.899%

In addition to allowing it to spread the maturities of a portion of its
long-term debt, this issuance allows Couche-Tard to fix the interest
rate of a portion of its long-term debt at favorable rates.

The net proceeds from the issuance, which were approximately CA$995.0
million, were used to repay a portion of Couche-Tard's acquisition
facility.

Cross-currency swaps

On November 1st, 2012, subsequent to the end of the second quarter of fiscal 2013, in
order to manage its currency risk, Couche-Tard entered into
cross-currency swap agreements for a total notional amount of CA$1.0
billion, allowing it to synthetically convert its Canadian dollar
denominated senior unsecured notes into US dollars as well as to
exchange interest payments on the notional amounts, which, on a net
basis, provides Couche-Tard with financing at even more favorable
conditions than those it got through the issuance of the Canadian
dollar denominated senior unsecured notes.

Receive - Notional (millions)

Receive - Rate

Pay - Notional (millions)

Pay - Rate

Maturity

CA$300.0

2.861 %

US$300.7

2.0340%

November 1st,2017

CA$125.0

3.319 %

US$125.4

2.7325%

November 1st,2019

CA$20.0

3.319 %

US$20.1

2.7375%

November 1st,2019

CA$305.0

3.319 %

US$305.9

2.7400%

November 1st,2019

CA$125.0

3.899 %

US$125.4

3.4900%

November 1st,2022

CA$125.0

3.899 %

US$125.4

3.4925%

November 1st,2022

Couche-Tard expects to identify and document the cross-currency swap
agreements as foreign exchange hedges of its net investment in its U.S.
operations. According to the related accounting treatment, the net
benefit derived from the lower interest rates the Corporation will get
through the cross-currency swap agreements would be included in other
comprehensive income rather than in the consolidated statement of
earnings.

Dividends

During its November 27, 2012 meeting, the Corporation's Board of
Directors declared a quarterly dividend of CA$0.075 per share for the
second quarter of fiscal 2013 to shareholders on record as at December
6, 2012, payable on December 20, 2012. This is an eligible dividend
within the meaning of the Income Tax Act of Canada.

Exchange Rate Data

The Corporation uses the US dollar as its reporting currency which
provides more relevant information given the predominance of its
operations in the United States and its debt largely dominated in US
dollars.

The following table sets forth information about exchange rates based
upon closing rates expressed as US dollars per comparative currency
unit:

12-week periods ended

24-week periods ended

October 14, 2012

October 9, 2011

October 14, 2012

October 9, 2011

Average for period (1)

Canadian Dollar

1.0118

1.0106

0.9971

1.0212

Norwegian Krone (2)

0.1692

-

0.1690

-

Swedish Krone (2)

0.1483

-

0.1476

-

Danish Krone (2)

0.1680

-

0.1681

-

Zloty (2)

0.3027

-

0.3017

-

Euro (2)

1.2508

-

1.2512

-

Lats (2)

1.7965

-

1.7970

-

Litas (2)

0.3623

-

0.3624

-

Ruble (2)

0.0313

-

0.0312

-

Period end

Canadian Dollar

1.0211

0.9631

1.0211

0.9631

Norwegian Krone (3)

0.1745

-

0.1745

-

Swedish Krone (3)

0.1523

-

0.1523

-

Danish Krone (3)

0.1724

-

0.1724

-

Zloty (3)

0.3123

-

0.3123

-

Euro (3)

1.2856

-

1.2856

-

Lats (3)

1.8481

-

1.8481

-

Litas (3)

0.3724

-

0.3724

-

Ruble (3)

0.0320

-

0.0320

-

(1)

Calculated by taking the average of the closing exchange rates of each
day in the applicable period.

(2)

Average rate for the period from July 1st, 2012 to September 30th, 2012 for the 12-week period ended October 14, 2012 and from June 20th, 2012 to September 30th, 2012 for the 24-week period ended October 14, 2012. Calculated using
the average exchange rate at the close of each day for the stated
period.

(3)

As at September 30, 2012.

Considering Couche-Tard uses the US dollar as its reporting currency, in
its consolidated financial statements and in the present document,
unless indicated otherwise, results from its Canadian, European and
corporate operations are translated into US dollars using the average
rate for the period. Unless otherwise indicated, variances and
explanations related to variations in the foreign exchange rate and the
volatility of the Canadian dollar and European currencies which are
discussed in the present document are therefore related to the
translation in US dollars of its Canadian, European and corporate
operations results.

Selected Quarterly Financial Information

The following table highlights certain information regarding
Couche-Tard's operations for the 12 and 24-week periods ended
October 14, 2012 and October 9, 2011. The figures for the 12 and
24-week periods ended October 14, 2012 include those of Statoil Fuel &
Retail for the period beginning July 1st, 2012 and ending September 30, 2012 and for the period beginning June
20, 2012 and ending September 30, 2012, respectively. Consolidated
balance sheet data includes Statoil Fuel & Retail's figures as at
September 30, 2012, as adjusted for the preliminary purchase price
allocation.

(In millions of US dollars, unless otherwise stated)

12-week periods ended

24-week periods ended

October 14, 2012

October 9, 2011

Variation %

October 14, 2012

October 9, 2011

Variation %

Statement of Operations Data:

Merchandise and service revenues (1):

United States

1,069.6

1,012.5

5.6

2,158.5

2,025.8

6.6

Europe

283.6

-

-

315.7

-

-

Canada

545.2

541.3

0.7

1,098.7

1,089.9

0.8

Total merchandise and service revenues

1,898.4

1,553.8

22.2

3,572.9

3,115.7

14.7

Road transportation fuel revenues:

United States

3,596.7

2,958.5

21.6

6,948.4

5,932.7

17.1

Europe

2,216.6

-

-

2,438.4

-

-

Canada

717.4

640.3

12.0

1,380.2

1,281.8

7.7

Total road transportation fuel revenues

6,530.7

3,598.8

81.5

10,767.0

7,214.5

49.2

Other revenues (2):

United States

1.5

1.1

36.4

3.0

2.3

30.4

Europe

885.0

-

-

994.1

-

-

Canada

0.1

0.2

(50.0)

0.2

0.3

(33.3)

Total other revenues

886.6

1.3

-

997.3

2.6

-

Total revenues

9,315.7

5,153.9

80.8

15,337.2

10,332.8

48.4

Merchandise and service gross profit (1):

United States

355.6

331.2

7.4

718.5

667.8

7.6

Europe

109.6

-

-

121.8

-

-

Canada

183.7

183.6

0.1

373.3

370.2

0.8

Total merchandise and service gross profit

648.9

514.8

26.0

1,213.6

1,038.0

16.9

Road transportation fuel gross profit:

United States

145.9

141.3

3.3

366.1

301.7

21.3

Europe

238.0

-

-

265.2

-

-

Canada

39.8

35.8

11.2

76.8

71.3

7.7

Total road transportation fuel gross profit

423.7

177.1

139.2

708.1

373.0

89.8

Other revenues gross profit (2):

United States

1.5

1.1

36.4

3.0

2.3

30.4

Europe

93.2

-

-

101.5

-

-

Canada

0.1

0.2

(50.0)

0.2

0.3

(33.3)

Total other revenues gross profit

94.8

1.3

-

104.7

2.6

-

Total gross profit

1,167.4

693.2

68.4

2,026.4

1,413.6

43.4

Operating, selling, administrative and general expenses

801.5

492.6

62.7

1,350.6

980.8

37.7

Depreciation and amortization of property and equipment and other assets

Does not include services and other revenues (as described in footnote 1
above). Growth in Canada is calculated based on Canadian dollars.

(4)

For company-operated stores only.

(5)

Total road transportation fuel.

(6)

This ratio is presented for information purposes only and represents a
measure of financial condition used especially in financial circles. It
represents the following calculation: long-term interest-bearing debt,
net of cash and cash equivalents and temporary investments divided by
the addition of shareholders' equity and long-term debt, net of cash
and cash equivalents and temporary investments. It does not have a
standardized meaning prescribed by IFRS and therefore may not be
comparable to similar measures presented by other public corporations.

(7)

This ratio is presented for information purposes only and represents a
measure of financial condition used especially in financial circles. It
represents the following calculation: long-term interest-bearing debt,
net of cash and cash equivalents and temporary investments divided by
EBITDA (Earnings Before Interest, Tax, Depreciation and Amortization).
It does not have a standardized meaning prescribed by IFRS and
therefore may not be comparable to similar measures presented by other
public corporations.

(8)

This ratio is presented on a pro forma basis. It includes Couche-Tard's
results for the first and second quarters of the fiscal year which will
end April 28, 2013 and of the third and fourth quarters of the fiscal
year ended April 29, 2012 as well as Statoil Fuel & Retail's results
for the 12-month period ended September 30, 2012. Statoil Fuel & Retail
balance sheet data has been adjusted to make their presentation in line
with Couche-Tard's policies and for preliminary fair value adjustments
to assets acquired, including goodwill, and to liabilities assumed. As
for Statoil Fuel & Retail results, they were adjusted to make their
presentation in line with Couche-Tard's policies. However, because the
purchase price allocation associated with the acquisition of Statoil
Fuel and Retail has not been finalized, no other adjustment has been
made to Statoil Fuel & Retail's earnings.

(9)

This ratio is presented for information purposes only and represents a
measure of financial condition used especially in financial circles. It
represents the following calculation: long-term interest-bearing debt
plus the product of eight times rent expense, net of cash and cash
equivalents and temporary investments divided by EBITDAR (Earnings
Before Interest, Tax, Depreciation, Amortization and Rent expense). It
does not have a standardized meaning prescribed by IFRS and therefore
may not be comparable to similar measures presented by other public
corporations.

(10)

This ratio is presented for information purposes only and represents a
measure of performance used especially in financial circles. It
represents the following calculation: net earnings divided by average
equity for the corresponding period. It does not have a standardized
meaning prescribed by IFRS and therefore may not be comparable to
similar measures presented by other public corporations.

(11)

This ratio is presented for information purposes only and represents a
measure of performance used especially in financial circles. It
represents the following calculation: earnings before income taxes and
interests divided by average capital employed for the corresponding
period. Capital employed represents total assets less short-term
liabilities not bearing interests. It does not have a standardized
meaning prescribed by IFRS and therefore may not be comparable to
similar measures presented by other public corporations.

Operating Results

Revenues reached $9.3 billion in the second quarter of fiscal 2013, up $4.2
billion, an increase of 80.8%, mainly attributable to acquisitions, to
the increase in road transportation fuel sales generated by the higher
average retail prices at the pump as well as to the growth of
same-store merchandise sales in the United States and Canada.

For the first half-year of fiscal 2013, revenues grew by $5.0 billion,
an increase of 48.4% compared to the first half-year of fiscal 2012
mainly because of the contribution from acquisitions and the increase
in same-store merchandise sales and road transportation fuel volume in
the United States and Canada. These items that contributed to the
increase in revenues were partially offset by the unfavorable impact of
the weaker Canadian dollar.

More specifically, the growth of merchandise and service revenues for the second quarter of fiscal 2013 was $344.6 million or 22.2%, of
which approximately $339.0 million was generated by acquisitions. As
for internal growth, same-store merchandise revenues increased by 0.4%
both in the United States and Canada. The increase in same-store
merchandise sales is attributable to Couche-Tard's merchandising
strategies, to the economic conditions in each of its markets as well
as to the investments it made to enhance service and the offering of
products in its stores. More specifically, in the U.S., for the
cigarettes category, the changes made to the supply terms of the
industry and to Couche-Tard's pricing strategies as well as the
competitive environment had an unfavorable impact on Couche-Tard's
sales for that product category because of their deflationary impact
and also because, to a certain extent, Couche-Tard favored margin
protection to the detriment of sales volume. Thus, Couche-Tard
estimates that excluding tobacco products sales, its same-store
merchandise sales in the United States increased by 2.7%. On an ongoing
basis, the Corporation evaluates its options and the strategies
available in order to maximize the marginal contribution of tobacco
products.

In the first half-year of fiscal 2013, merchandise and service revenues
rose by $457.2 million, a 14.7% increase compared to the same period
last fiscal year, mainly because of the contribution from acquisitions
and the increase in same-store merchandise revenues of 1.6% in the
United States and 2.7% in Canada. As for the weaker Canadian dollar, it
had an unfavorable impact of approximately $26.0 million.

Road transportation fuel revenues increased by $2.9 billion or 81.5% in the second quarter of fiscal
2013, of which approximately $2.8 billion stems from acquisitions.
Same-store road transportation fuel volume in the United States
decreased by 0.5% while, in Canada, it increased by 0.2%. The fragile
economic conditions as well as the relatively high prices at the pump
continue to put pressure on volume sold.

The higher average retail price of road transportation fuel generated an
increase in revenues of approximately $154.0 million as shown in the
following table, starting with the third quarter of fiscal year ended
April 24, 2011:

Quarter

3rd

4th

1st

2nd

Weighted
average

53-week period ended October 14, 2012

United States (US dollars per gallon)

3.32

3.74

3.50

3.66

3.54

Canada (CA cents per litre)

109.88

117.05

112.62

117.41

114.02

52-week period ended October 9, 2011

United States (US dollars per gallon)

2.89

3.44

3.67

3.50

3.34

Canada (CA cents per litre)

97.76

108.53

114.08

112.90

107.75

For the first half-year of fiscal 2013, motor fuel revenues increased by
$3.55 billion or 49.2%, of which approximately $3.54 billion came from
acquisitions. Same-store motor fuel volume increased by 0.3% in the
United States and by 1.2% in Canada. As for the weaker Canadian dollar,
it had an unfavorable impact of approximately $30.0 million.

Other revenues showed an increase of $885.3 million for the second
quarter of fiscal 2013, entirely attributable to acquisitions. Other
revenues include revenues from rental of assets, from sale of aviation
and marine fuel, liquefied petroleum gas ("LPG"), heating oil,
kerosene, lubricants and chemicals.

For the first half-year of fiscal 2013, other revenues showed an
increase of $994.7 million for reasons similar to those of the second
quarter.

The consolidated merchandise and service gross margin grew by $134.1 million or 26.0% in the second quarter of fiscal 2013.
In the United States, the gross margin is up 0.5% to 33.2% while in
Canada, it dropped by 0.2% to 33.7%. This performance reflects changes
in the product-mix, the modifications Couche-Tard brought to its supply
terms as well as its merchandising strategy in line with market
competitiveness and economic conditions within each market. In Europe,
the margin was 38.6%, which is in line with the Corporation's
expectations and historical margins recorded by Statoil Fuel & Retail
at this time of the year. The higher merchandise and service gross
margin as a percentage of sales in Europe reflects a price structure
and a revenue mix that are different from those in North America.

During the first half-year of fiscal 2013, the consolidated merchandise
and service gross margin grew by $175.6 million or 16.9%. Gross margin
was 33.3% in the United States, an increase of 0.3%, and 34.0% in
Canada, same as the comparable period of the previous fiscal year while
the gross margin stood at 38.6% in Europe.

In the second quarter of fiscal 2013, the road transportation fuel gross margin for the Corporation's company-operated stores in the United States
decreased by 1.84¢ per gallon, from 17.04¢ per gallon last year to
15.20¢ per gallon this year. In Canada, the gross margin increased to
CA5.85¢ per litre compared with CA5.56¢ per litre for the second
quarter of fiscal 2012.

The road transportation fuel gross margin of Couche-Tard's
company-operated stores in the United States as well as the impact of
expenses related to electronic payment modes for the last eight
quarters, starting with the third quarter of fiscal year ended April
24, 2011, were as follows:

(US cents per gallon)

Quarter

3rd

4th

1st

2nd

Weighted
average

53-week period ended October 14, 2012

Before deduction of expenses related to electronic payment modes

14.84

16.98

23.20

15.20

17.38

Expenses related to electronic payment modes

4.74

5.06

4.97

5.15

4.97

After deduction of expenses related to electronic payment modes

10.10

11.92

18.23

10.05

12.41

52-week period ended October 9, 2011

Before deduction of expenses related to electronic payment modes

13.12

14.06

19.95

17.04

15.85

Expenses related to electronic payment modes

4.36

4.93

5.29

5.20

4.91

After deduction of expenses related to electronic payment modes

8.76

9.13

14.66

11.84

10.94

For the 24-week period ended October 14, 2012, the motor fuel gross
margin for the Corporation's company-operated stores in the United
States increased by 0.68¢ per gallon, from 18.48¢ per gallon last
fiscal year to 19.16¢ per gallon this fiscal year. In Canada, the
margin also increased, reaching CA5.73¢ per litre compared with
CA5.55¢ per litre for the comparable period of fiscal 2012.

The total road transportation fuel margin in Europe for the second
quarter and first half-year stood at 10.67¢ per litre and 10.72¢ per
litre, respectively, before deduction of expenses related to electronic
payment modes.

For the second quarter and first half-year of fiscal 2013, operating, selling, administrative and general expenses rose by 62.7% and 37.7% respectively, compared with the second quarter
and first half-year of fiscal 2012, but decreased by 1.0% in the second
quarter and increased by only 0.9% in the first half-year, if certain
items are excluded, as demonstrated by the following table:

12-week period ended
October 14, 2012

24-week period ended
October 14, 2012

Total variance as reported

62.7%

37.7%

Subtract:

Increase from incremental expenses related to acquisitions

63.4%

37.3%

Acquisition costs recognized to earnings of fiscal 2013

0.2%

0.3%

Acquisition costs recognized to earnings of fiscal 2012

(0.2%)

(0.1%)

Increase from lower electronic payment fees

0.2%

-

Negative goodwill recognized to earnings of fiscal 2012

0.2%

0.1%

Negative goodwill recognized to earnings of fiscal 2013

(0.1%)

(0.1%)

Decrease from the weaker Canadian dollar

-

(0.7%)

Remaining variance

(1.0%)

0.9%

The increase in electronic payment fees stems mainly from the increase
in the average retail price of road transportation fuel.

During the second quarter of fiscal 2013, EBITDA increased by 76.9% compared to the corresponding period of the previous
fiscal year, reaching $369.6 million. Net of acquisition costs recorded
to earnings, acquisitions contributed approximately $176.0 million to
EBITDA. As for the first half-year of fiscal 2013, EBITDA increased by
54.2% compared to the corresponding period of the previous fiscal year,
reaching $684.7 million. Net of acquisition costs recorded to earnings,
acquisitions contributed approximately $229.0 million to EBITDA while
the exchange rate variation had an unfavorable impact of approximately
$3.0 million.

It should be noted that EBITDA is not a performance measure defined by
IFRS, but Couche-Tard, as well as investors and analysts, use this
measure to evaluate its financial and operating performance. Note that
Couche-Tard's definition of this measure may differ from the one used
by other public corporations:

(in millions of US dollars)

12-week periods ended

24-week periods ended

October 14, 2012

October 9, 2011

October 14, 2012

October 9, 2011

Net earnings, as reported

175.2

113.5

278.1

253.0

Add:

Income taxes

36.4

37.4

60.8

83.4

Net financial expenses

14.7

2.5

136.4

5.7

Depreciation and amortization of property and equipment and other assets

143.3

52.4

209.4

101.9

EBITDA

369.6

205.8

684.7

444.0

For the second quarter and first half-year of fiscal 2013, depreciation expense increased due to the investments made through acquisitions, replacement
of equipment, addition of new stores and ongoing improvement of
Couche-Tard's network. Since the Corporation has not yet finalized the
purchase price allocation for certain acquisitions, including Statoil
Fuel & Retail, the depreciation and amortization of property and
equipment and other assets expense of the second quarter of fiscal 2013
could not be representative of the expense of coming quarters.

For the second quarter of fiscal 2013, the Corporation recorded net financial expenses of $14.7 million compared to $2.5 million for the second quarter of
fiscal 2012. Excluding the $10.6 million non-recurring gain on forwards
as well as the $3.8 million foreign exchange rate gain (which includes
the $0.7 million non-recurring gain recorded on NOK cash held by
Couche-Tard's U.S. operations), the second quarter of fiscal 2013
posted net financial expenses of $29.1 million, up $26.6 million
compared to the second quarter of fiscal 2012. The increase is mainly
attributable to the additional debt required to finance the acquisition
of Statoil Fuel & Retail as well as to financial expenses related to
the debt assumed upon its acquisition.

For the first half-year of fiscal 2013, Couche-Tard recorded net
financial expenses of $136.4 million compared to $5.7 million for the
comparable period of fiscal 2012. Excluding the $102.9 million
non-recurring loss on forwards as well as the $10.0 million foreign
exchange rate gain (which includes the $7.4 million non-recurring gain
recorded on NOK cash held by Couche-Tard's U.S. operations), the first
half-year of fiscal 2013 posted net financial expenses of $43.5
million, up $37.8 million compared to the first half-year of fiscal
2012 for reasons similar to those of the second quarter.

The income tax rate for the second quarter and first half-year of fiscal 2013 is 17.2% and
17.8%, respectively, compared to a rate of 24.8% for the corresponding
quarter and first half-year of the previous fiscal year.

Couche-Tard closed the second quarter of fiscal 2013 with net earnings of $175.2 million, compared to $113.5 million the previous fiscal year,
an increase of $61.7 million or 54.4%. Diluted net earnings per share
stood at $0.94 compared to $0.61 the previous year, an increase of
54.1%. Notwithstanding the gains on forwards and the foreign exchange
gains recorded to earnings, the exchange rate variation between the
Canadian dollar and the U.S. dollar did not have a significant impact
on net earnings of the second quarter of fiscal 2013.

Excluding from net earnings of the second quarter of fiscal 2013 the
non-recurring gain on forwards, the foreign exchange gain recorded on
the NOK cash held by the Corporation's U.S. operations as well as
acquisition costs, net earnings would have stood at approximately
$167.6 million, up $53.3 million or 46.6%, while diluted earnings per
share would have stood at approximately $0.90, an increase of 45.2%.

For the first half-year of fiscal 2013, net earnings were $278.1
million, compared to $253.0 million the previous fiscal year, an
increase of $25.1 million or 9.9%. Diluted net earnings per share stood
at $1.51 compared to $1.36 the previous year, an increase of 11.0%.
Notwithstanding the loss on forwards and the foreign exchange gains
recorded to earnings, the exchange rate variation between the Canadian
dollar and the U.S. dollar had a negative impact of approximately $2.5
million on net earnings of the first half-year of fiscal 2013.

Excluding from net earnings of the first half-year of fiscal 2013 the
non-recurring loss on forwards, the foreign exchange gain recorded on
the NOK cash held by the Corporation's U.S. operations as well as
acquisition costs, net earnings would have stood at approximately
$349.8 million, up $96.1 million or 37.9%, while diluted earnings per
share would have stood at approximately $1.90, an increase of 39.7%.

Liquidity and Capital Resources

Couche-Tard's sources of liquidity remain unchanged compared with the
fiscal year ended April 29, 2012 except for the maturity of certain of
its credit facilities, the increase in the amount available under its
Operating credit D and Statoil Fuel & Retail's bank overdraft
facilities described hereunder. For further information, please refer
to the Corporation's 2012 Annual Report.

With respect to dividends paid, to capital expenditures and to
acquisitions Couche-Tard carried out in the first half-year of fiscal
2013, they were financed using the Corporation's available cash and
credit facilities. Couche-Tard expects that cash generated from
operations together with borrowings available under its revolving
unsecured credit facility will be adequate to meet its liquidity needs
in the foreseeable future.

On September 22, 2012, Couche-Tard's term revolving unsecured operating
credits A ($326.0 million), B ($154.0 million) and C ($40.0 million)
matured. On October 19, 2012, the Corporation increased by
$275.0 million the maximum borrowings available under its term
revolving unsecured operating D, bringing to $1,275.0 million the
maximum borrowings available under operating credit D. As at
October 14, 2012, $345.5 million of Couche-Tard's revolving unsecured
operating credit D had been used. As at the same date, the weighted
average effective interest rate was 2.0% and standby letters of credit
in the amount of CA$2.3 million and $28.8 million were outstanding. As
at October 19, 2012, approximately $898.0 million were available under
Couche-Tard's revolving unsecured operating credit D and the
Corporation was in compliance with the restrictive covenants and ratios
imposed by the credit agreements. Thus, at the same date, Couche-Tard
had access to more than $1.4 billion through its available cash and
revolving unsecured operating credit D.

As at October 14, 2012, all of Couche-Tard's acquisition facility had
been used ($3,200.0 million) and the weighted average effective
interest rate was 2.5% (effective rate of 2.6% on the net book value of
$3,191.4 million). Subsequent to the end of the second quarter of
fiscal 2013, Couche-Tard repaid $997.0 million on its acquisition
facility using mostly the net proceeds from the issuance of senior
unsecured notes. Having reached the maximum amount that can be borrowed
under its acquisition facility, and given its non-revolving nature,
Couche-Tard can no longer borrow additional amounts under its
acquisition facility.

Through the acquisition of Statoil Fuel & Retail, the Corporation has
access to bank overdraft facilities totaling approximately
$514.0 million. As of September 30, 2012, approximately $161.0 million
of the overdraft bank facilities had been used and the weighted average
effective interest rate was 1.49%.

Selected Consolidated Cash Flow Information

(In millions of US dollars)

12-week periods ended

24-week periods ended

October 14,2012

October 9,
2011

Variation

October 9,2011

October 9,
2011

Variation

Operating activities

$

$

$

$

$

$

Net cash provided by operating activities

337.9

184.5

153.4

446.1

409.4

36.7

Investing activities

Purchase of property and equipment and other assets, net of proceeds
from the disposal of property and equipment and other assets

(115.5)

(74.9)

(40.6)

(159.3)

(95.4)

(63.9)

Business acquisitions

(75.2)

(23.4)

(51.8)

(2,522.8)

(37.8)

(2,485.0)

Net settlement of foreign exchange forward contracts

9.5

-

9.5

(86.4)

-

(86.4)

Other

7.7

(13.2)

20.9

0.5

(22.6)

23.1

Net cash used in investing activities

(173.5)

(111.5)

(62.0)

(2,768.0)

(155.8)

(2,612.2)

Financing activities

Repayment of non-current debt assumed on business acquisition

(719.0)

-

(719.0)

(769.1)

-

(769.1)

Borrowings under the acquisition facility, net of financing costs

525.9

-

525.9

3,190.2

-

3,190.2

Issuance of shares on public offering, net of issuance costs

333.4

-

333.4

333.4

-

333.4

Net (decrease) increase in other debt

(237.1)

80.5

(317.6)

(308.8)

79.6

(388.4)

Dividends

(27.5)

(23.5)

(4.0)

(27.5)

(23.5)

(4.0)

Issuance of shares on stock-options exercised

7.0

0.8

6.2

7.0

2.4

4.6

Share repurchase

-

(123.2)

123.2

-

(123.2)

123.2

Net cash (used in) provided by financing activities

(117.3)

(65.4)

(51.9)

2,425.2

(64.7)

2,489.9

Company credit rating

Standard and Poor's

BBB-

BBB-

Moody's

Baa3

N/A

Operating activities

During the second quarter of fiscal 2013, net cash from the operation of
Couche-Tard's stores reached $337.9 million, up $153.4 million compared
to the second quarter of fiscal year 2012, mainly due to higher
earnings before depreciation and amortization expense.

During the first half-year of 2013, net cash from operation of
Couche-Tard's stores reached $446.1 million, up $36.7 million from the
first half-year of fiscal 2012. This increase is mainly due to higher
earnings before depreciation and amortization expense which was
partially offset by the unfavorable changes in non-cash working capital
items attributable to payments of some of Statoil Fuel & Retail's
accounts payable that existed at the acquisition date. This temporary
situation is expected to reverse in the upcoming quarters as the
Corporation collects Statoil Fuel & Retail's accounts receivable that
existed at the acquisition date. Excluding Statoil Fuel & Retail's
changes in non-cash working capital, net cash from the operation of
Couche-Tard's stores reached $623.3 million, up $213.9 million compared
to the first half-year of fiscal year 2012.

Investing activities

During the second quarter of fiscal 2013, investing activities were
primarily for the acquisition of 43 stores for a total of $75.2 million
as well as for net investments for capital expenditures and other
assets which amounted to $115.5 million.

Since the beginning of the fiscal year, investing activities were
primarily for the acquisition of Statoil Fuel & Retail and 87
additional stores for a net amount of $2.5 billion. Net investments for
capital expenditures and other assets amounted to $159.3 million.

The capital investments were primarily for the replacement of equipment
in some of Couche-Tard's stores to enhance its offering of products and
services, the addition of new stores as well as the ongoing improvement
of Couche-Tard's network.

Financing activities

During the second quarter of fiscal 2013, the Corporation received net
proceeds of $333.4 million in relation with the issuance of 7,302,500
Class B subordinate voting shares. Net proceeds from the issuance were
mainly used to repay a portion of Couche-Tard's operating credits. The
Corporation has also borrowed an additional amount of $525.9 million
under its acquisition facility, mainly for the repayment of a portion
of the debt assumed through the acquisition of Statoil Fuel & Retail.
During the same period, Couche-Tard paid total dividends of $27.5
million.

During the first half-year of fiscal 2013, the Corporation borrowed a
net amount of $3,190.2 million under its acquisition facility to
finance the acquisition of Statoil Fuel & Retail and to repay a portion
of the debt assumed through the acquisition.

Financial Position as at October 14, 2012

As shown by Corporation's indebtedness ratios included in the "Selected
Consolidated Financial Information" section and the net cash provided
by operating activities, Couche-Tard's financial position is excellent.

Total consolidated assets amounted to $10.8 billion as at October 14,
2012, an increase of $6.4 billion over the balance as at April 29,
2012. This increase is primarily attributable to the acquisition of
Statoil Fuel & Retail and to the weakening of the US dollar against the
functional currencies of the Canadian and European operations as at the
balance sheet date.

For the 53-week period ended October 14, 2012, the Corporation recorded
a return on capital employed of 12.1%1.

Shareholders' equity amounted to $2.9 billion as at October 14, 2012, up
$746.3 million compared to April 29, 2012, mainly reflecting net
earnings of the first half-year of fiscal 2013, the increase in capital
stock following the issuance of more than seven million shares as well
as the increase in accumulated other comprehensive income following the
weakening of the US dollar against the functional currencies of the
Canadian and European operations as at the balance sheet date,
partially offset by dividends declared. For the 53-week period ended
October 14, 2012, the Corporation recorded a return on equity of 24.3%2.

Selected Quarterly Financial Information

The Corporation's 52-week reporting cycle is divided into quarters of
12 weeks each except for the third quarter, which comprises 16 weeks.
When a fiscal year, such as fiscal 2012, contains 53 weeks, the fourth
quarter comprises 13 weeks.

The following is a summary of selected consolidated financial
information derived from the Corporation's interim consolidated
financial statements for each of the eight most recently completed
quarters.

(In millions of US dollars except for per share data)

24-week period ended October 14, 2012

53-week period ended April 29, 2012

Extract from the
52-week period ended
April 28, 2011

Quarter

2nd

1st

4th

3rd

2nd

1st

4th

3rd

Weeks

12 weeks

12 weeks

13 weeks

16 weeks

12 weeks

12 weeks

12 weeks

16 weeks

Revenues

9,315.7

6,021.5

6,064.9

6,605.8

5,153.9

5,178.9

4,737.0

5,486.9

Income before depreciation and amortization of property and equipment
and other assets. financial expenses and income taxes

365.9

309.9

200.1

186.5

200.6

232.2

133.7

163.5

Depreciation and amortization of property and equipment and other assets

143.3

66.1

62.2

75.7

52.4

49.5

50.9

66.1

Operating income

222.6

243.8

137.9

110.8

148.2

182.7

82.8

97.4

Share of earnings of a joint venture and associated companies accounted
for using the equity method

3.7

5.2

3.4

7.0

5.2

6.0

2.6

3.8

Net financial (revenues) expenses

14.7

121.7

(13.0)

4.6

2.5

3.2

2.6

11.2

Net earnings

175.2

102.9

117.8

86.8

113.5

139.5

64.5

69.6

Net earnings per share

Basic

$0.95

$0.57

$0.66

$0.49

$0.62

$0.76

$0.35

$0.38

Diluted

$0.94

$0.57

$0.65

$0.48

$0.61

$0.75

$0.35

$0.37

The volatility of road transportation fuel gross margin and seasonality
have an impact on the variability of the quarterly net earnings. Given
the acquisitions in recent years and higher retail prices at the pump,
road transportation fuel revenues have become a more significant
segment of the Corporation's business and therefore its quarterly
results are more sensitive to the volatility of road transportation
fuel gross margins. However, road transportation fuel margins tend to
be less volatile when considered on an annual basis or a longer term.
With that said, the majority of Couche-Tard's operating income is still
derived from merchandise and service sales.

Outlook

During the remainder of fiscal year 2013, Couche-Tard expects to reduce
its capital expenditures while making sure to continue to invest the
amounts necessary to maintain and improve its network. The Corporation
also intends to keep an ongoing focus on its sales, supply terms and
operating expenses while keeping an eye on growth opportunities that
may be available to it.

Couche-Tard will pay special attention to the integration of Statoil
Fuel & Retail. To do this, it has formed a multidisciplinary team that
will ensure an effective integration and will identify opportunities
for improvement, including available synergies. Within this framework,
Couche-Tard will also put in place strategies that will enable it to
reduce its debt levels in order to regain its financial flexibility and
maintain the quality of its credit profile.

Finally, in line with its business model, Couche-Tard intends to
continue to focus its resources on the sale of fresh products and on
innovation, including the introduction of new products and services, in
order to satisfy the needs of its large clientele.

Profile

CIO, CTO & Developer Resources

Couche-Tard is the leader in the Canadian convenience store industry. In
North America, Couche-Tard is the largest independent convenience store
operator (whether integrated with a petroleum corporation or not) in
terms of number of company-operated stores. In Europe, Couche-Tard is a
leader in convenience store and road transportation fuel in
Scandinavian countries and in the Baltic States while it has a growing
presence in Poland.

As of October 14, 2012, Couche-Tard's network comprises 6,172
convenience stores throughout North America, including 4,590 stores
with road transportation fuel dispensing. Its North-American network
consists of 13 business units, including nine in the United States
covering 40 states and the District of Columbia and four in Canada
covering all ten provinces. More than 60,000 people are employed
throughout Couche-Tard's network and at its service offices in North
America.

Through its acquisition of Statoil Fuel & Retail, Couche-Tard operates a
broad retail network across Scandinavia (Norway, Sweden, Denmark),
Poland, the Baltics (Estonia, Latvia, Lithuania), and Russia with 2,301
stores as at September 30, 2012, the majority of which offer road
transportation fuel and convenience products while the others are
unmanned automated service-stations (road transportation fuel only).
Couche-Tard also offers other products, including stationary energy,
marine fuel, aviation fuel, lubricants and chemicals. It operates 12
key fuel terminals and 38 fuel depots in eight countries as well as
approximately 400 road tankers. Including employees at Statoil branded
franchise stations, about 18,500 people work in Couche-Tard's retail
network, terminals and service offices across Europe.

In addition, under licensing agreements, about 4,100 stores are operated
under the Circle K banner in nine other countries (China, Guam, Hong
Kong, Indonesia, Japan, Macau, Mexico, Vietnam and United Arab
Emirates).

_________________________

1 This ratio is presented for information purposes only and represents a
measure of performance used especially in financial circles. It
represents the following calculation: earnings before income taxes and
interests divided by average capital employed for the corresponding
period. Capital employed represents total assets less short-term
liabilities not bearing interests. It does not have a standardized
meaning prescribed by IFRS and therefore may not be comparable to
similar measures presented by other public corporations. This ratio is
presented on a pro forma basis. It includes Couche-Tard's results for
the first and second quarters of the fiscal year which will end April
28, 2013 and of the third and fourth quarters of the fiscal year ended
April 29, 2012 as well as Statoil Fuel & Retail's results for the
12-month period ended September 30, 2012. Statoil Fuel & Retail balance
sheet data has been adjusted to make their presentation in line with
Couche-Tard's policies and for preliminary fair value adjustments to
assets acquired, including goodwill, and to liabilities assumed. As for
Statoil Fuel & Retail results, they were adjusted to make their
presentation in line with Couche-Tard's policies. However, because the
purchase price allocation associated with the acquisition of Statoil
Fuel and Retail has not been finalized, no other adjustment has been
made to Statoil Fuel & Retail's earnings.

2 This ratio is presented for information purposes only and represents a
measure of performance used especially in financial circles. It
represents the following calculation: net earnings divided by average
equity for the corresponding period. It does not have a standardized
meaning prescribed by IFRS and therefore may not be comparable to
similar measures presented by other public corporations. This ratio is
presented on a pro forma basis. It includes Couche-Tard's results for
the first and second quarters of the fiscal year which will end April
28, 2013 and of the third and fourth quarters of the fiscal year ended
April 29, 2012 as well as Statoil Fuel & Retail's results for the
12-month period ended September 30, 2012. Statoil Fuel & Retail balance
sheet data has been adjusted to make their presentation in line with
Couche-Tard's policies and for preliminary fair value adjustments to
assets acquired, including goodwill, and to liabilities assumed. As for
Statoil Fuel & Retail results, they were adjusted to make their
presentation in line with Couche-Tard's policies. However, because the
purchase price allocation associated with the acquisition of Statoil
Fuel and Retail has not been finalized, no other adjustment has been
made to Statoil Fuel & Retail's earnings.

The statements set forth in this press release, which describes
Couche-Tard's objectives, projections, estimates, expectations or
forecasts, may constitute forward-looking statements within the meaning
of securities legislation. Positive or negative verbs such as "plan",
"evaluate", "estimate", "believe" and other related expressions are
used to identify such statements. Couche-Tard would like to point out
that, by their very nature, forward-looking statements involve risks
and uncertainties such that its results, or the measures it adopts,
could differ materially from those indicated or underlying these
statements, or could have an impact on the degree of realization of a
particular projection. Major factors that may lead to a material
difference between Couche-Tard's actual results and the projections or
expectations set forth in the forward-looking statements include the
effects of the integration of acquired businesses and the ability to
achieve projected synergies, fluctuations in margins on motor fuel
sales, competition in the convenience store and retail motor fuel
industries, exchange rate variations, and such other risks as described
in detail from time to time in the reports filed by Couche-Tard with
securities authorities in Canada and the United States. Unless
otherwise required by applicable securities laws, Couche-Tard disclaims
any intention or obligation to update or revise any forward-looking
statements, whether as a result of new information, future events or
otherwise. The forward-looking information in this release is based on
information available as of the date of the release.

Webcast on November 27, 2012 at 3:30 P.M. (EST)

Couche-Tard invites analysts known to the Corporation to send their two
questions in advance to its management, before 1:30 P.M. (EST) on
November 27, 2012.

Financial analysts and investors who wish to listen to the webcast on
Couche-Tard's results which will take place online on November 27, 2012
at 3:30 P.M. (EST) can do so by accessing the Corporation's website at www.couche-tard.com/corporate and by clicking on the corporate presentations link of the investor
relations section. For those who will not be able to listen to the live
presentation, the recording of the webcast will be available on the
Corporation's website for a period of 90 days.

Depreciation and amortization of property and equipment and other assets

143.3

52.4

209.4

101.9

944.8

545.0

1,560.0

1,082.7

Operating income

222.6

148.2

466.4

330.9

Share of earnings of a joint venture and associated companies accounted
for using the equity method

3.7

5.2

8.9

11.2

Financial expenses

31.8

3.2

47.1

6.5

Financial revenues

(2.7)

(0.7)

(3.6)

(0.8)

(Gain) loss on foreign exchange forward contracts (Note 5)

(10.6)

-

102.9

-

Foreign exchange rate gain from currency conversion

(3.8)

-

(10.0)

-

Net financial expenses

14.7

2.5

136.4

5.7

Earnings before income taxes

211.6

150.9

338.9

336.4

Income taxes

36.4

37.4

60.8

83.4

Net earnings

175.2

113.5

278.1

253.0

Net earnings per share (Note 6)

Basic

0.95

0.62

1.53

1.38

Diluted

0.94

0.61

1.51

1.36

Weighted average number of shares (in thousands)

185,316

182,225

182,187

182,957

Weighted average number of shares - diluted (in thousands)

187,012

185,769

184,240

186,425

Number of shares outstanding at end of period (in thousands)

187,354

179,426

187,354

179,426

The accompanying notes are an integral part of the consolidated
financial statements.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in millions of US dollars, unaudited)

12 weeks

24 weeks

For the periods ended

October 14,2012

October 9,
2011

October 14,2012

October 9,
2011

$

$

$

$

Net earnings

175.2

113.5

278.1

253.0

Other comprehensive income

Changes in cumulative translation adjustments (1)

128.4

(46.2)

144.0

(48.5)

Change in fair value of a financial instrument designated as a cash flow
hedge (2)

1.7

(0.1)

3.6

1.3

Gain realized on a financial instruments designated as a cash flow
hedges transferred to earnings (3)

(2.3)

(0.3)

(3.6)

(1.1)

Change in fair value of an available-for-sale financial instrument (4)

-

0.3

-

0.3

Gain realized on the disposal of an available-for-sale financial
instrument transferred to earnings (5)

-

-

-

(0.6)

Other comprehensive income

127.8

(46.3)

144.0

(48.6)

Comprehensive income

303.0

67.2

422.1

204.4

Comprehensive income attributable to:

Equity holders of the Corporation

303.0

67.2

430.0

204.4

Non-controlling interest

-

-

(7.9)

-

Comprehensive income

303.0

67.2

422.1

204.4

(1)

For the 12 and 24-week periods ended October 14, 2012, these amounts
include a gain of $15.1 and $20.7, respectively (net of income taxes of
$2.3 and $3.2, respectively). For the 12 and 24-week periods ended
October 9, 2011, these amounts include a loss of $36.1 and $36.3,
respectively (net of income taxes of $5.6 and $5.7, respectively).
These gains and losses arise from the translation of US dollar
denominated long-term debt designated as a foreign exchange hedge of
the Corporation's net investment in its U.S. operations.

(2)

For the 12 and 24-week periods ended October 14, 2012, these amounts are
net of income taxes of $0.2 and $0.8, respectively. For the 12-week
period ended October 9, 2011, this amount is net of income taxes. For
the 24-week period ended October 9, 2011, this amount is net of income
taxes of $0.4.

(3)

For the 12 and 24-week periods ended October 14, 2012, these amounts are
net of income taxes of $0.3 and $0.8, respectively. For the 12 and
24-week periods ended October 9, 2011, these amounts are net of income
taxes of $0.1 and $0.4, respectively.

(4)

For the 12 and 24-week periods ended October 9, 2011, these amounts are
net of income taxes of $0.1.

(5)

For the 24-week period ended October 9, 2011, this amount is net of
income taxes.

The accompanying notes are an integral part of the consolidated
financial statements.

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(in millions of US dollars, except per share amounts, unaudited)

The condensed unaudited interim consolidated financial statements (the
"interim financial statements") have been prepared by the Corporation
in accordance with Canadian generally accepted accounting principles as
set out in the Handbook of the Canadian Institute of Chartered
Accountants which includes International Financial Reporting Standards,
as set out by the International Accounting Standards Board ("IASB")
including International Accounting Standard ("IAS") 34 "Interim
Financial Reporting".

The interim financial statements were prepared in accordance with the
same accounting policies and methods as the audited annual consolidated
financial statements for the year ended April 29, 2012. The interim
financial statements do not include all the information required for
complete financial statements and should be read in conjunction with
the audited annual consolidated financial statements and notes thereto
in the Corporation's 2012 Annual Report. The results of operations for
the interim periods presented do not necessarily reflect results
expected for the full fiscal year. The Corporation's business follows a
seasonal pattern. The busiest period is the first half-year of each
fiscal year, which includes summer's sales.

On November 27, 2012, the Corporation's interim financial statements
were approved by the board of directors who also approved their
publication.

2. ACCOUNTING CHANGES

Revised Standards

Employee Benefits

On April 30, 2012, the Corporation early adopted the revised version of
IAS 19 "Employee Benefits", issued by the IASB, which retroactively
modifies accounting rules for defined benefits pension plans. The
revised version of the standard contains multiple modifications,
including the elimination of the corridor approach, which allowed
deferring part of the actuarial gains and losses, as well as enhanced
guidance on measurement of plan assets and defined benefit obligations,
streamlining the presentation of changes in assets and liabilities
arising from defined benefit plans and the introduction of enhanced
disclosures for defined benefit plans.

Following the adoption of this revised standard, the Corporation also
decided to present net interests on the net defined benefit liability
(asset), previously presented in Operating, selling, administrative and
general expenses, in Financial expenses. This adoption had no other
significant impact on the Corporation's consolidated financial
statements.

3. BUSINESS ACQUISITIONS

Acquisition of Statoil Fuel & Retail ASA ("Statoil Fuel & Retail")

On June 19, 2012, the Corporation acquired 81.2% of the 300,000,000
issued and outstanding shares of Statoil Fuel & Retail for a cash
consideration of 51.20 Norwegian Kroners ("NOK") per share for a total
amount of NOK 12.47 billion or approximately $2.1 billion through a
voluntary public offer (the "offer"). From June 22, 2012 to June 29,
2012, the Corporation acquired 53,238,857 additional shares of Statoil
Fuel & Retail for a cash consideration of 51.20 NOK per share, totaling
NOK 2.73 billion or approximately $0.45 billion, increasing the
Corporation's participation to 98.9%. Having reached a shareholding of
more than 90%, on June 29, 2012, in accordance with Norwegian laws, the
Corporation initiated the compulsory acquisition of all of the
remaining Statoil Fuel & Retail shares not deposited under the offer
from the holders thereof and, as a result, since such date, the
Corporation owns 100% of the issued and outstanding shares of Statoil
Fuel & Retail. The 51.20 NOK per shares cash consideration for the
compulsory acquisition of all of the remaining shares of Statoil Fuel &
Retail not deposited under this offer was paid on July 11, 2012. The
Oslo Børs Stock Exchange confirmed the delisting of the Statoil Fuel &
Retail shares effective as of the close of markets in Norway on July
12, 2012. The acquisition of the 300,000,000 issued and outstanding
shares of Statoil Fuel & Retail was therefore made for a total cash
consideration of NOK 15.36 billion, or $2.58 billion. The Corporation
set the acquisition date at June 19, 2012.

Statoil Fuel & Retail is a leading Scandinavian road transportation fuel
retailer with over 100 years of operations in the region. Statoil Fuel
& Retail operates a broad retail network across Scandinavia (Norway,
Sweden, Denmark), Poland, the Baltics (Estonia, Latvia, Lithuania), and
Russia with approximately 2,300 sites, the majority of which offer road
transportation fuel and convenience products while the others are
unmanned automated service-stations (road transportation fuel only).
Statoil Fuel & Retail has a leading position in several countries where
it does business and owns the land for over 900 sites and buildings for
over 1,700 sites.

Acquisition costs in connection with this acquisition of $1.5 are
included in Operating, selling, administrative and general expenses.

The Corporation financed this acquisition through borrowings under its
acquisition facility (Note 4).

Given the size of the transaction, the Corporation has not completed its
fair value assessment of the assets acquired, the liabilities assumed
and the goodwill for this transaction. The preliminary allocation is
subject to adjustments to the fair value of the assets, liabilities and
goodwill until the process is completed. Purchase price allocation
based on the estimated fair value on the date of acquisition and
available information as at the date of publication of these
consolidated financial statements is as follows:

Fair value
accounted for at
the acquisition date

$

Assets

Current assets

Cash and cash equivalents

193.7

Restricted cash

0.8

Accounts receivable

1,587.9

Inventories

283.4

Prepaid expenses

10.1

Income taxes receivable

3.7

2,079.6

Property and equipment

2,531.0

Identifiable intangible assets

717.5

Other assets

24.1

Investment in affiliated companies

7.4

Deferred Income taxes

103.4

5,463.0

Liabilities

Current liabilities

Accounts payable and accrued liabilities

1,682.5

Provisions

4.6

Income taxes payable

18.0

Bank loans and current portion of long-term debt

845.3

2,550.4

Long-term debt

53.6

Provisions

214.9

Pension benefit liability

66.2

Deferred income taxes

430.1

3,315.2

Non-controlling interest

487.2

Net identifiable assets

1,660.6

Acquisition goodwill

443.4

Consideration paid in cash on June 19, 2012 for the acquisition of
control (81.2%)

2,104.0

Consideration paid in cash for shares held by non-controlling
shareholders

479.3

Cash and cash equivalents acquired

(193.7)

Bank overdraft assumed

33.4

Net cash flow for the acquisition

2,423.0

The Corporation expects that the acquired goodwill will not be
deductible for tax purposes.

The Corporation acquired Statoil Fuel & Retail with the aim of
diversifying its operations geographically and of establishing a solid
platform in Europe in order to support its future growth potential.
Since the date of acquisition, Statoil Fuel & Retail's revenues and net
earnings amounted to $3,748.2 and $64.7, respectively. The following
summary presents the pro-forma consolidated results of the Corporation
for the 24-week period ended October 14, 2012, under the assumption
that Statoil Fuel & Retail was acquired on April 30, 2012. The amounts
include Statoil Fuel & Retail's actual results without taking into
account the fair value adjustments to Statoil Fuel & Retail's assets
and liabilities prior to the acquisition date. These amounts do not
include the potential synergies that could result from the acquisition.
This information is provided for illustrative purposes only and does
not necessarily reflect actual or future consolidated results of the
Corporation after the combination.

24-week period ended on

October 14,
2012

$

Revenues

18,245.5

Net earnings

299.7

Statoil Fuel & Retail's accounting periods do not coincide with the
Corporation's accounting periods. The consolidated statement of
earnings, comprehensive income, and cash flows for the 12 and 24-week
periods ended October 14, 2012 include those of Statoil Fuel & Retail
for the period beginning July 1st, 2012 and ending September 30, 2012 and for the period beginning June
20, 2012 and ending September 30, 2012, respectively. The consolidated
statement of changes in equity for the 24-week period ended
October 14, 2012 includes that of Statoil Fuel & Retail for the period
beginning June 20, 2012 and ending September 30, 2012. The consolidated
balance sheet as at October 14, 2012 includes the balance sheet of
Statoil Fuel & Retail as at September 30, 2012, as adjusted for the
preliminary purchase price allocation.

The alignment of Statoil Fuel & Retail's accounting period with those of
the Corporation will be made once the replacement of Statoil Fuel &
Retail financial systems is finalized.

Other acquisitions for the 24-week period ended October 14, 2012

On May 8, 2012, the Corporation purchased 20 company-operated stores
located in Texas, United States from Signature Austin Stores. The
Corporation leases the real estate for all sites.

On August 27, 2012, the Corporation purchased 29 company-operated stores
located in Florida, United States from Florida Oil Holdings, LLC. The
Corporation owns the land and buildings for 24 sites while it leases
the land and owns the buildings for the other sites. The Corporation
was also transferred a road transportation fuel supply agreement for
one store owned and operated by an independent operator.

During the 24-week period ended October 14, 2012, under the June 2011
agreement with ExxonMobil, the Corporation acquired 16 stores operated
by independent operators for which the real estate is owned by the
Corporation along with the related road transportation fuel supply
agreements.

During the 24-week period ended October 14, 2012, the Corporation also
acquired 19 other stores through distinct transactions. The Corporation
leases the land and buildings for eight sites and owns these same
assets for the other sites.

Acquisition costs in connection with these acquisitions and other
unrealized acquisitions of $0.9 are included in Operating, selling,
administrative and general expenses.

These acquisitions were settled for a total cash consideration of $99.8.
Since the Corporation has not completed its fair value assessment of
the assets acquired, the liabilities assumed and goodwill for all
transactions, the preliminary allocations of certain acquisitions are
subject to adjustments to the fair value of the assets, liabilities and
goodwill until the process is completed. Purchase price allocations
based on the estimated fair value on the date of acquisition and
available information as at the date of publication of these
consolidated financial statements is as follows:

$

Tangible assets acquired

Inventories

5.3

Property and equipment

73.2

Other assets

0.2

Total tangible assets

78.7

Liabilities assumed

Accounts payable and accrued liabilities

3.9

Provisions

3.6

Deferred credit and other liabilities

0.4

Total liabilities

7.9

Net tangible assets acquired

70.8

Intangible assets

0.4

Goodwill

29.8

Negative goodwill recorded to Operating, selling, administrative and
general expenses

(1.2)

Total cash consideration paid

99.8

The Corporation expects that approximately $20.1 of the goodwill related
to these transactions will be deductible for tax purposes.

These acquisitions were concluded in order to expand the Corporation's
market share and to increase its economies of scale. These acquisitions
generated goodwill in the amount of $29.8 mainly due to the strategic
location of stores acquired. Since the date of acquisition, revenues
and net earnings from these stores amounted to $145.8 and $2.6,
respectively. Considering the nature of these acquisitions, the
available financial information does not allow for the accurate
disclosure of pro-forma revenues and net earnings had the Corporation
concluded these acquisitions at the beginning of its fiscal year.

Disposal of the liquefied petroleum gas sales ("LPG") operations

On September 3, 2012, the Corporation entered into an agreement to sell
Statoil Fuel & Retail's LPG operations for NOK 130.0 million
(approximately $22.0 million) before working capital adjustments. The
Corporation's purchase price allocation for the acquisition of Statoil
Fuel & Retail having not yet been finalized, it has not yet determined
the gain or loss that was generated from this disposal. The Corporation
expects the transaction to close in late calendar year 2012 or in early
calendar year 2013. The transaction is subject to standard regulatory
approvals and closing conditions.

US dollar term revolving unsecured operating credit A, matured in
September 2012

-

312.7

Canadian dollar term revolving unsecured operating credit A, matured in
September 2012

-

13.6

US dollar term revolving unsecured operating credit B, matured in
September 2012

-

147.3

Canadian dollar term revolving unsecured operating credit B, matured in
September 2012

-

6.7

US dollar term revolving unsecured operating credit D, maturing in
December 2016 (b)

345.5

116.0

Canadian dollar term revolving unsecured operating credit D, maturing in
December 2016

-

53.0

NOK fixed rate bonds, maturing in February 2019 (c)

7.9

-

NOK floating rate bonds, maturing in February 2017 (d)

22.3

-

Borrowings under bank overdraft facilities, maturing at various dates (e)

161.1

-

Other debts, including finance leases, maturing at various dates

82.2

15.9

3,810.4

665.2

Bank loans and current portion of long-term debt

208.5

484.4

3,601.9

180.8

(a) Unsecured non-revolving acquisition credit facility

Borrowings of $3,200.0 presented net of financing costs of $8.6. As at
October 14, 2012, the effective interest rate was 2.6% (rate of 2.5% on
borrowed amounts).

(b) Term revolving unsecured operating credit D

As at October 14, 2012, the effective interest rate was 2.0%.

(c) NOK fixed-rate bonds

Bears interest at 5.75%. Subsequent to the balance sheet date, the
Corporation repaid a portion of approximately $4.3 using available
cash.

(d) NOK floating-rate bonds

Bears interest based on an inter-bank rate plus a specified margin. As
at September 30, 2012, the effective interest rate was 3.82%.
Subsequent to the balance sheet date, the Corporation repaid a portion
of approximately $18.2 using available cash.

(e) Borrowings under overdraft bank facilities

The Corporation has access to bank overdraft facilities totaling
approximately $514.0. As of September 30, 2012, the weighted average
effective interest rate was 1.49%.

5. FOREIGN EXCHANGE FORWARD CONTRACTS

As described above, the acquisition of Statoil Fuel & Retail was
denominated in NOK whereas the Corporation's acquisition facility is
denominated in US dollars. The Corporation has therefore determined
that there was a risk related to fluctuations in the exchange rate
between the US dollar and the NOK as the hypothetical weakening of the
US dollar against the NOK would have increased the Corporation's US
dollars cash requirements in order to close the acquisition of Statoil
Fuel & Retail. To mitigate this risk and because of the lack of
liquidity in the currency market for the NOK, the Corporation entered
into foreign exchange forward contracts (hereinafter, "forwards") with
reputable financial institutions allowing it to predetermine a
significant portion of the disbursement it planned to make in US
dollars for the acquisition of Statoil Fuel & Retail.

In total, from April 10, 2012 to June 12, 2012, the Corporation entered
into forwards requiring it to deliver US$3.47 billion in exchange for
NOK 20.14 billion, representing a weighted average rate of NOK 5.8114
per US dollar which is a favorable rate compared to the rate of NOK
5.75 per US dollar in effect at April 18, 2012, date of the
announcement of the offer to acquire Statoil Fuel & Retail.

Subsequently, the Corporation modified the original maturity dates of
certain forwards to make them coincide with the actual disbursement
dates for the payment of Statoil Fuel & Retail shares and the repayment
of certain of Statoil Fuel & Retail debts. Thus, from June 15, 2012 to
August 24, 2012, the Corporation settled all of the forwards to pay for
Statoil Fuel & Retail shares and certain of its debts.

During the 12 and 24-week periods ended October 14, 2012, the
Corporation recorded to earnings gains of $ 10.6 and losses of $102.9,
respectively, in relation with these forwards.

6. NET EARNINGS PER SHARE

12-week periodended October 14, 2012

12-week period
ended October 9, 2011

Netearnings

Weighted averagenumber of shares(in thousands)

Net earningsper share

Net earnings

Weighted average
number of shares
(in thousands)

Net
earnings
per share

$

$

$

$

Basic net earnings attributable to Class A and B shareholders

175.2

185,316

0.95

113.5

182,225

0.62

Dilutive effect of stock options

1,696

(0.01)

-

3,544

(0.01)

Diluted net earnings available for Class A and B shareholders

175.2

187,012

0.94

113.5

185,769

0.61

24-week periodended October 14, 2012

24-week period
ended October 9, 2011

Netearnings

Weighted averagenumber of shares(in thousands)

Net earningsper share

Net earnings

Weighted average
number of shares
(in thousands)

Net
earnings
per share

$

$

$

$

Basic net earnings attributable to Class A and B shareholders

278.1

182,187

1.53

253.0

182,957

1.38

Dilutive effect of stock options

2,053

(0.02)

-

3,468

(0.02)

Diluted net earnings available for Class A and B shareholders

278.1

184,240

1.51

253.0

186,425

1.36

When they have an anti-dilutive effect, stock options must be excluded
from the calculation of the diluted net earnings per share. For the 12
and 24-week periods ended October 14, 2012, 35,000 stock options were
excluded and no stock options were excluded for the 12 and 24-week
periods ended October 9, 2011.

7. CAPITAL STOCK

On August 14, 2012, the Corporation issued 7,302,500 Class B subordinate
voting shares at a price of CA$47.25 per share, for gross proceeds of
approximately CA$345.0.

The net proceeds of the issuance, CA$330.0, were mainly used to repay a
portion of the Corporation's revolving unsecured operating credits then
outstanding.

On October 25, 2011, the Corporation implemented a share repurchase
program. This program allows the Corporation to repurchase up to
2,684,420 of the 53,688,412 Class A multiple voting shares and up to
11,126,400 of the 111,264,009 Class B subordinate voting shares issued
and outstanding as at October 11, 2011 (representing 5.0% of the Class
A multiple voting shares issued and outstanding and 10.0% of the Class
B subordinate voting shares of the public float, as at that date,
respectively, as defined by applicable rules). In accordance with
Toronto Stock Exchange requirements, the Corporation can repurchase a
daily maximum of 1,000 Class A multiple voting shares and of 82,118
Class B subordinate voting shares. When making such repurchases, the
number of Class A multiple voting shares and of Class B subordinate
voting shares in circulation is reduced and the proportionate interest
of all remaining shareholders in the Corporation's share capital is
increased on a pro rata basis. All shares repurchased under the share
repurchase program are cancelled upon repurchase. The share repurchase
period will end no later than October 24, 2012. The Corporation did not
repurchase any shares under this program during the 12 and 24-week
period ended October 14, 2012.

For the 12-week period ended October 14, 2012, a total of 990,249 stock
options were exercised (53,116 for the 12-week period ended October 9,
2011). For the 24-week period ended October 14, 2012, a total of
1,013,469 stock options were exercised (186,417 for the 24-week period
ended October 9, 2011).

As at October 14, 2012, the Corporation has 53,651,712 (53,688,412 as at
October 9, 2011) issued and outstanding Class A multiple voting shares
each comprising ten votes per share and 133,702,693 (125,737,094 as at
October 9, 2011) outstanding Class B subordinate voting shares each
comprising one vote per share.

8. SEGMENTED INFORMATION

The Corporation operates convenience stores in the United States, in
Europe and in Canada. It essentially operates in one reportable
segment, the sale of goods for immediate consumption, of road
transportation fuel and of other products through corporate stores or
franchise operations. It operates a convenience store chain under
several banners, including Circle K, Statoil, Couche-Tard and Mac's.
Revenues from outside sources mainly fall into three categories:
merchandise and services, road transportation fuel and other.

The following table provides information on the principal revenue
classes as well as geographic information:

12-week periodended October 14, 2012

12-week period
ended October 9, 2011

UnitedStates

Europe (a)

Canada

Total

United
States

Europe

Canada

Total

$

$

$

$

$

$

$

$

External customer revenues (b)

Merchandise and services

1,069.6

283.6

545.2

1,898.4

1,012.5

-

541.3

1,553.8

Road transportation fuel

3,596.7

2,216.6

717.4

6,530.7

2,958.5

-

640.3

3,598.8

Other

1.5

885.0

0.1

886.6

1.1

-

0.2

1.3

4,667.8

3,385.2

1,262.7

9,315.7

3,972.1

-

1,181.8

5,153.9

Gross Profit

Merchandise and services

355.6

109.6

183.7

648.9

331.2

-

183.6

514.8

Road transportation fuel

145.9

238.0

39.8

423.7

141.3

-

35.8

177.1

Other

1.5

93.2

0.1

94.8

1.1

-

0.2

1.3

503.0

440.8

223.6

1,167.4

473.6

-

219.6

693.2

Total long-term assets (c)

2,539.1

3,865.1

635.2

7,039.4

2,061.8

-

580.7

2,642.5

24-week periodended October 14, 2012

24-week period
ended October 9, 2011

UnitedStates

Europe (a)

Canada

Total

United
States

Europe

Canada

Total

$

$

$

$

$

$

$

$

External customer revenues (b)

Merchandise and services

2,158.5

315.7

1,098.7

3,572.9

2,025.8

-

1,089.9

3,115.7

Road transportation fuel

6,948.4

2,438.4

1,380.2

10,767.0

5,932.7

-

1,281.8

7,214.5

Other

3.0

994.1

0.2

997.3

2.3

-

0.3

2.6

9,109.9

3,748.2

2,479.1

15,337.2

7,960.8

-

2,372.0

10,332.8

Gross Profit

Merchandise and services

718.5

121.8

373.3

1,213.6

667.8

-

370.2

1,038.0

Road transportation fuel

366.1

265.2

76.8

708.1

301.7

-

71.3

373.0

Other

3.0

101.5

0.2

104.7

2.3

-

0.3

2.6

1,087.6

488.5

450.3

2,026.4

971.8

-

441.8

1,413.6

(a)

Comprises Statoil Fuel & Retail.

(b)

Geographic areas are determined according to where the Corporation
generates operating income
(where the sale takes place) and according to the location of the
long-term assets.

On November 1st, 2012, the Corporation proceeded with the issuance of Canadian dollar
denominated senior unsecured notes totaling CA$ 1.0 billion, divided
into three tranches:

Notional amount

Maturity

Coupon rate

Tranche 1

CA$300.0

November 1st, 2017

2.861%

Tranche 2

CA$450.0

November 1st, 2019

3.319%

Tranche 3

CA$250.0

November 1st, 2022

3.899%

The net proceeds from the issuance, which were approximately CA$995.0,
were mainly used to repay a portion of the Corporation's unsecured
non-revolving acquisition credit facility.

Cross-currency swaps

On November 1st, 2012, the Corporation entered into cross-currency swap agreements for
a total notional amount of CA$1.0 billion, allowing it to synthetically
convert its Canadian dollars denominated debt into US dollars.

Receive - Notional

Receive - Rate

Pay - Notional

Pay - Rate

Maturity

CA$300.0

2.861 %

US$300.7

2.0340%

November 1st,2017

CA$125.0

3.319 %

US$125.4

2.7325%

November 1st,2019

CA$20.0

3.319 %

US$20.1

2.7325%

November 1st,2019

CA$305.0

3.319 %

US$305.9

2.7400%

November 1st,2019

CA$125.0

3.899 %

US$125.4

3.4900%

November 1st,2022

CA$125.0

3.899 %

US$125.4

3.4900%

November 1st,2022

Dividends

During its November 27, 2012 meeting, the Corporation's Board of
Directors declared a quarterly dividend of CA$0.075 per share for the
second quarter of fiscal 2013 to shareholders on record as at December
6, 2012, payable on December 20, 2012. This is an eligible dividend
within the meaning of the Income Tax Act of Canada.

Acquisitions

In November 2012, the Corporation acquired, from Sun Pacific Energy, 27
company-operated stores operating in Washington State, United States.
The Corporation owns the land and buildings for 26 sites while it
leases these assets for the other site.

Credit facilities

On October 19, 2012, the Corporation entered into an agreement to amend
the amount available under its US dollar term revolving unsecured
operating credit D (Note 4) from $1,000.0 to $1,275.0. All other
conditions pertaining to the previous agreement remain unchanged.

On October 31, 2012, the Corporation entered into a new credit facility
of a maximum amount of $50.0 with an initial term of 50 months. The
credit facility is available in the form of a revolving unsecured
operating credit, available in US dollars. The amounts borrowed bear
interest at variable rates based on the US base rate or the LIBOR rate
plus a variable margin.

Standby fees, which vary based on a leverage ratio and on the
utilization rate of the credit facility, apply to the unused portion of
the credit facility. The variable margin used to determine the interest
rate applicable to amounts borrowed is determined according to a
leverage ratio of the Corporation.

Under the credit agreement, the Corporation must maintain certain
financial ratios and respect certain restrictive provisions.

10. COMPARATIVE FIGURES

Certain comparative figures have been reclassified to comply with the
presentation adopted during fiscal year 2013.

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